Registration Rights Agreement, dated as of July 1, 2008



 Exhibit 4.7 
  
  
 REGISTRATION RIGHTS AGREEMENT 
 Dated as of July 1, 2008 
 Among

 INTELSAT, LTD. 
 INTELSAT
(BERMUDA), LTD., 
 INTELSAT JACKSON HOLDINGS, LTD. 
 and 
 the SUBSIDIARY GUARANTORS 
 and 
 CREDIT SUISSE SECURITIES (USA) LLC, 
 MORGAN STANLEY & CO. INCORPORATED 
 and 
 BANC OF AMERICA SECURITIES LLC 
 as
Representatives of the Initial Purchasers named on Schedule I 
 $284,595,000 11 1/2% Senior Notes Due 2016 
 $701,913,000 9 1/2% Senior Notes Due 2016 







 TABLE OF CONTENTS 
  

					
	 	  	 	  	Page
	1.	  	Definitions	  	1
			
	2.	  	Exchange Offer	  	5
			
	3.	  	Shelf Registration	  	9
			
	4.	  	Additional Interest	  	11
			
	5.	  	Registration Procedures	  	13
			
	6.	  	Registration Expenses	  	22
			
	7.	  	Indemnification and Contribution.	  	23
			
	8.	  	Rule 144A	  	27
			
	9.	  	Underwritten Registrations	  	27
			
	10.	  	Miscellaneous	  	27

  

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 REGISTRATION RIGHTS AGREEMENT 
 This Registration Rights Agreement (this “Agreement”) is dated as of July 1, 2008, among INTELSAT JACKSON HOLDINGS, LTD., a company
organized under the laws of Bermuda (the “Company”), INTELSAT, LTD., a company organized under the laws of Bermuda (“Intelsat”), INTELSAT (BERMUDA), LTD., a company organized under the laws of Bermuda
(“Intelsat Bermuda” and, together with Intelsat, the “Parent Guarantors”), the guarantors of the Guaranteed Notes (as defined herein) listed on Schedule II hereto (the “Subsidiary Guarantors” and,
together with the Parent Guarantors, the “Guarantors”), CREDIT SUISSE SECURITIES (USA) LLC, MORGAN STANLEY & CO. INCORPORATED and BANC OF AMERICA SECURITIES LLC, as representatives (the “Representatives”)
of the initial purchasers listed on Schedule I hereto (the “Initial Purchasers”). 
 This Agreement is entered into in
connection with the Purchase Agreement among the Company, the Guarantors and the Representatives, dated as of June 30, 2008 (the “Purchase Agreement”), which provides for, among other things, the sale by the Company to the
Initial Purchasers of $284,595,000 aggregate principal amount of its 11.50% Senior Notes due 2016 (the “Non-Guaranteed Notes”), which will be guaranteed by the Parent Guarantors, and $701,913,000 aggregate principal amount of its
9.50% Senior Notes due 2016 (the “Guaranteed Notes”), which will be guaranteed by the Guarantors. The Non-Guaranteed Notes and the Guaranteed Notes may each be referred to here as a “Series of Notes”.
“Note” or “Notes” may refer to one or more notes issued in either Series of Notes. In order to induce the Representatives to enter into the Purchase Agreement, the Company and the Guarantors have agreed to provide
the registration rights set forth in this Agreement for the benefit of the Initial Purchasers and any subsequent holder or holders of the Notes. The execution and delivery of this Agreement is a condition to the Initial Purchasers’ obligation
to purchase the Notes under the Purchase Agreement. 
 The parties hereby agree as follows: 
  

	 	1.	Definitions 

 As used in this Agreement, the
following terms shall have the following meanings: 
 Additional Interest: See Section 4(a) hereof. 
 Advice: See the last paragraph of Section 5 hereof. 
 Agreement: See the introductory paragraphs hereof. 







 Applicable Period: See Section 2(b) hereof. 
 Authorized Agent: See Section 10(m) hereof. 
 Business Day: Any day that is not a Saturday, Sunday or a legal holiday or day on which banking institutions or trust companies in New York City are authorized or required by law to be closed. 
 DTC: The Depository Trust Company. 
 Effectiveness Period: See Section 3(a) hereof. 
 Event Date: See Section 4(b) hereof. 
 Exchange Act: The Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 
 Exchange Notes: See Section 2(a) hereof. 
 Exchange Offer: See Section 2(a) hereof. 
 Exchange Offer Registration Statement: See
Section 2(a) hereof. 
 FINRA: See Section 5(s) hereof. 
 Freely Tradable: means, with respect to a Note, a Note that at any time of determination (i) may be sold to the public in accordance with
Rule 144 under the Securities Act or any other similar provision then in force, by a person that is not an “affiliate” (as defined in Rule 144) of the applicable Issuer without restrictions in compliance with Rule 144 (other than the
holding period requirement in paragraph (d) of Rule 144, so long as such holding period requirement is satisfied at such time of determination) and (ii) does not bear any restrictive legends relating to the Securities Act. 
 Holder: Any holder of a Registrable Note or Registrable Notes. 
 Indentures: The indentures, dated as of the date hereof, among (i) the Company, the Parent Guarantors and Wells Fargo Bank, National Association, as trustee, pursuant to which the Non-Guaranteed Notes are
being issued and (ii) the Company, the Parent Guarantors, the Subsidiary Guarantors and Wells Fargo Bank, National Association, as trustee, pursuant to which the Guaranteed Notes are being issued, each indenture as amended or supplemented from
time to time in accordance with the terms thereof. 
 Information: See Section 5(o) hereof. 
  

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 Initial Purchasers: See the introductory paragraphs hereof. 
 Initial Shelf Registration: See Section 3(a) hereof. 
 Inspectors: See Section 5(o) hereof. 
 Issue Date: The date hereof, which is the date of
original issuance of the Notes. 
 Issuers: Has the meaning set forth in the Purchase Agreement. 
 Notes: See the introductory paragraphs hereof. 
 Participant: See Section 7(a) hereof. 
 Participating Broker-Dealer: See
Section 2(b) hereof. 
 Person: An individual, trustee, corporation, partnership, limited liability company, joint stock company,
trust, unincorporated association, union, business association, firm or other legal entity. 
 Private Exchange: See Section 2(b)
hereof. 
 Private Exchange Notes: See Section 2(b) hereof. 
 Prospectus: The prospectus included in any Registration Statement (including, without limitation, any prospectus subject to completion and a
prospectus that includes any information previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A under the Securities Act and any “issuer free writing prospectus” as defined
in Rule 433 under the Securities Act), as amended or supplemented by any prospectus supplement, and all other amendments and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or
deemed to be incorporated by reference in such Prospectus. 
 Purchase Agreement: See the introductory paragraphs hereof. 

Records: See Section 5(o) hereof. 
 Registrable Notes: Each Note upon its original issuance and at all times subsequent thereto, each Exchange Note as to which Section 2(c)(iv) hereof is applicable upon original issuance and at all times subsequent thereto and
each Private Exchange Note upon original issuance thereof and at all times subsequent thereto, until, in each case, the earliest to occur of (i) a Registration Statement (other than, with respect to any Exchange Note as to which
Section 2(c)(iv) hereof is applicable, the Exchange Offer Registration 

  

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Statement) covering such Note, Exchange Note or Private Exchange Note has been declared effective by the SEC and such Note, Exchange Note or such Private
Exchange Note, as the case may be, has been disposed of in accordance with such effective Registration Statement, (ii) the date on which such Notes cease to be outstanding or (iii) the date on which such Notes are Freely Tradable.

 Registration Statement: Any registration statement of an Issuer that covers any of the Notes, the Exchange Notes or the Private
Exchange Notes filed with the SEC under the Securities Act, including the Prospectus, amendments and supplements to such registration statement, including post-effective amendments, all exhibits thereto and all material incorporated by reference or
deemed to be incorporated by reference in such registration statement. 
 Regulatory Requirements: See the last paragraph of
Section 1 hereof. 
 Representatives: See the introductory paragraphs hereof. 
 Rule 144: Rule 144 under the Securities Act. 
 Rule 144A: Rule 144A under the Securities Act. 
 Rule 405: Rule 405 under the Securities Act. 

Rule 415: Rule 415 under the Securities Act. 
 Rule 424: Rule 424 under the Securities Act. 
 SEC: The U.S. Securities and Exchange
Commission. 
 Securities Act: The Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated
thereunder. 
 Shelf Notice: See Section 2(c) hereof. 
 Shelf Registration: See Section 3(b) hereof. 
 Shelf Registration Statement: Any Registration Statement relating to a Shelf Registration. 
 Shelf
Suspension Period: See Section 3(a) hereof. 
 Subsequent Shelf Registration: See Section 3(b) hereof. 
  

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 TIA: The Trust Indenture Act of 1939, as amended, and the rules and regulations of the SEC
promulgated thereunder. 
 Trustee: The trustee under the Indentures and the trustee (if any) under any indentures governing the
Exchange Notes and Private Exchange Notes. 
 Underwritten registration or underwritten offering: A registration in which securities
of an Issuer are sold to an underwriter for reoffering to the public. 
 Except as otherwise specifically provided, all references in this
Agreement to acts, laws, statutes, rules, regulations, releases, forms, no-action letters and other regulatory requirements (collectively, “Regulatory Requirements”) shall be deemed to refer also to any amendments thereto and all
subsequent Regulatory Requirements adopted as a replacement thereto having substantially the same effect therewith; provided that Rule 144 shall not be deemed to amend or replace Rule 144A. 
  

	 	2.	Exchange Offer 

 If on the 366th day following the
Issue Date of any Series of Notes, such Series of Notes is not Freely Tradable without a restrictive legend as a result of (i) Intelsat, Ltd. failing to timely file reports pursuant to the Exchange Act (as required by Rule 144(c)(1) and
(2) of the Securities Act), (ii) an affiliate of the Company of that Series of Notes enters the chain of ownership of that Series of Notes, or (iii) a change in law, regulation or interpretation by the SEC or DTC, the result of which
would prohibit the removal of the restrictive legend on or prior to the 365th day following the Issue Date for such Series of Notes, then with respect to such Notes: 
 (a) Unless the Exchange Offer would violate applicable law or any applicable interpretation of the staff of the SEC, the applicable Issuer shall use its commercially reasonable efforts to file with the SEC (within
such time as to comply with the requirements of the last sentence of this paragraph) a Registration Statement (the “Exchange Offer Registration Statement”) on an appropriate registration form with respect to a registered offer (the
“Exchange Offer”) to exchange any and all of the Registrable Notes for a like aggregate principal amount of debt securities of the Company (the “Exchange Notes”), that are identical in all material respects to such
Series of Notes, except that (i) the Exchange Notes shall contain no restrictive legend thereon, (ii) subject to compliance herewith, the Exchange Notes shall not be subject to any increase in annual interest rate as set forth in
Section 4(a) hereof and (iii) interest thereon shall accrue from the last date on which interest was paid on such Series of Notes or, if no such interest has been paid, from the Issue Date, and which are entitled to the benefits of the
applicable Indenture or a trust indenture which is identical in all material respects to the applicable Indenture (other than such changes to the Indentures or any such identical trust indenture as are necessary to comply with the TIA) and which, in
either case, has been qualified under the TIA. The Exchange Offer shall comply 

  

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with all applicable tender offer rules and regulations under the Exchange Act and other applicable laws. The applicable Issuer shall (x) use its
commercially reasonable efforts to cause the Exchange Offer Registration Statement to be declared effective under the Securities Act; (y) keep the Exchange Offer open for at least 20 Business Days (or longer if required by applicable law) after
the date that notice of the Exchange Offer is mailed to Holders; and (z) use its commercially reasonable efforts to consummate the Exchange Offer on or prior to the 365th day following the one year anniversary of the Issue Date (or if such
365th day is not a Business Day, the next succeeding Business Day); provided, however, that no Issuer shall be required to consummate such Exchange Offer if all the Notes in any Series of Notes are Freely Tradable. 
 Each Holder (including, without limitation, each Participating Broker-Dealer) who participates in the Exchange Offer will be required to represent to the
applicable Issuer in writing (which may be contained in the applicable letter of transmittal) that: (i) any Exchange Notes acquired in exchange for Registrable Notes tendered are being acquired in the ordinary course of business of the Person
receiving such Exchange Notes, whether or not such recipient is such Holder itself; (ii) at the time of the commencement or consummation of the Exchange Offer neither such Holder nor, to the actual knowledge of such Holder, any other Person
receiving Exchange Notes from such Holder has an arrangement or understanding with any Person to participate in the distribution of the Exchange Notes in violation of the provisions of the Securities Act; (iii) neither the Holder nor, to the
actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is an “affiliate” (as defined in Rule 405) of any Issuer or, if it is an affiliate of any Issuer, it will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable and will provide information to be included in the Shelf Registration Statement in accordance with Section 5 hereof in order to have its Notes included in the Shelf
Registration Statement and benefit from the provisions regarding Additional Interest in Section 4 hereof; (iv) neither such Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is
engaging in or intends to engage in a distribution of the Exchange Notes; (v) neither the Holder nor, to the actual knowledge of such Holder, any other Person receiving Exchange Notes from such Holder is prohibited by any law or policy of the
SEC from participating in the Exchange Offer; and (vi) if such Holder is a Participating Broker-Dealer, such Holder has acquired the Registrable Notes as a result of market-making activities or other trading activities and that it will comply
with the applicable provisions of the Securities Act (including, but not limited to, the prospectus delivery requirements thereunder). 
 Upon consummation of the Exchange Offer in accordance with this Section 2, the provisions of this Agreement shall continue to apply, mutatis mutandis, solely with respect to Registrable Notes that are Private Exchange
Notes, Exchange Notes as to which Section 2(c)(iv) is applicable and Exchange Notes held by Participating Broker-Dealers; provided, however, that the applicable Issuer shall have no further obligation to register 

  

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Registrable Notes, or file any Registration Statement in respect thereof, (other than Private Exchange Notes and Exchange Notes as to which
clause 2(c)(iv) hereof applies) pursuant to this Agreement. 
 No securities other than the Exchange Notes shall be included in the
Exchange Offer Registration Statement. 
 (b) The applicable Issuer shall include within the Prospectus contained in the Exchange Offer
Registration Statement a section entitled “Plan of Distribution,” reasonably acceptable to the Initial Purchasers, which shall contain a summary statement of the positions taken or policies made by the staff of the SEC with respect to the
potential “underwriter” status of any broker-dealer that is the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act) of Exchange Notes received by such broker-dealer in the Exchange Offer (a
“Participating Broker-Dealer”), whether such positions or policies have been publicly disseminated by the staff of the SEC or such positions or policies represent the prevailing views of the staff of the SEC. Such “Plan of
Distribution” section shall also expressly permit, to the extent permitted by applicable policies and regulations of the SEC, the use of the Prospectus by all Persons subject to the prospectus delivery requirements of the Securities Act,
including, to the extent permitted by applicable policies and regulations of the SEC, all Participating Broker-Dealers, and include a statement describing the means by which Participating Broker-Dealers may resell the Exchange Notes in compliance
with the Securities Act. 
 The applicable Issuer shall use its commercially reasonable efforts to keep the Exchange Offer Registration
Statement effective and to amend and supplement the Prospectus contained therein in order to permit such Prospectus to be lawfully delivered by all Persons subject to the prospectus delivery requirements of the Securities Act for such period of time
as is necessary to comply with applicable law in connection with any resale of the Exchange Notes; provided, however, that such period shall not be required to exceed 90 days or such longer period if extended pursuant to the last
paragraph of Section 5 hereof (the “Applicable Period”). 
 If, prior to consummation of an Exchange Offer, the Initial
Purchasers hold any Notes acquired by them that have the status of an unsold allotment in the initial distribution, the Company, upon the request of the Initial Purchasers, shall simultaneously with the delivery of the Exchange Notes issue and
deliver to the Initial Purchasers, in exchange (the “Private Exchange”) for such Notes held by any such Holder, a like principal amount of notes (the “Private Exchange Notes”) of the Company, that are identical in
all material respects to the Exchange Notes except for the placement of a restrictive legend on such Private Exchange Notes. The Private Exchange Notes shall be issued pursuant to the same indenture as the Exchange Notes and bear the same CUSIP
number as the Exchange Notes if permitted by the CUSIP Service Bureau. 
  

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 In connection with the Exchange Offer, the applicable Issuer shall: 
 (1) mail, or cause to be mailed, to each Holder of record entitled to participate in the Exchange Offer a copy of the Prospectus forming
part of the Exchange Offer Registration Statement, together with an appropriate letter of transmittal and related documents; 
 (2) use its commercially reasonable efforts to keep the Exchange Offer open for not less than 20 Business Days after the date that notice of the Exchange Offer is mailed to Holders (or longer if required by applicable law); 
 (3) utilize the services of a depositary for the Exchange Offer with an address in the Borough of Manhattan, The City of New York;

 (4) permit Holders to withdraw tendered Notes at any time prior to the close of business, New York time, on the last
Business Day on which the Exchange Offer remains open; and 
 (5) otherwise comply in all material respects with all
applicable laws, rules and regulations. 
 As soon as practicable after the close of the Exchange Offer and the Private Exchange, if any, the
applicable Issuer shall: 
 (1) accept for exchange all Registrable Notes validly tendered and not validly withdrawn pursuant
to the Exchange Offer and the Private Exchange, if any; 
 (2) deliver to the Trustee for cancellation all Registrable Notes
so accepted for exchange; and 
 (3) cause the Trustee to authenticate and deliver promptly to each Holder of Notes, a
principal amount of Exchange Notes or Private Exchange Notes, as the case may be, equal in principal amount to the Notes of such Holder so accepted for exchange; provided that, in the case of any Notes held in global form by a depositary,
authentication and delivery to such depositary of one or more replacement Notes in global form in an equivalent principal amount thereto for the account of such Holders in accordance with the applicable Indenture shall satisfy such authentication
and delivery requirement. 
 The Exchange Offer and the Private Exchange shall not be subject to any conditions, other than that (i) the
Exchange Offer or Private Exchange, as the case may be, does not violate applicable law or any applicable interpretation of the staff of the SEC; (ii) no action or proceeding shall have been instituted or threatened in any court or by any


  

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governmental agency which might materially impair the ability of the applicable Issuer to proceed with the Exchange Offer or the Private Exchange, and no
material adverse development shall have occurred in any existing action or proceeding with respect to the Company; and (iii) all governmental approvals shall have been obtained, which approvals such Issuer deems necessary for the consummation
of the Exchange Offer or Private Exchange. 
 The Exchange Notes and the Private Exchange Notes shall be issued under (i) the Indentures
or (ii) indentures identical in all material respects to the Indentures and which, in either case, have been qualified under the TIA or are exempt from such qualification and shall provide that the Exchange Notes shall not be subject to the
transfer restrictions set forth in the Indentures. The Indentures or such indentures shall provide that the Exchange Notes, the Private Exchange Notes and the Notes outstanding in any applicable Series of Notes shall vote and consent together on all
matters as one class and that none of the Exchange Notes, the Private Exchange Notes or the Notes outstanding in the applicable Series of Notes will have the right to vote or consent as a separate class on any matter. 
 (c) If, (i) because of any change in law or in currently prevailing interpretations of the staff of the SEC, the Company determines upon advice of
its outside counsel that it is not permitted to effect the Exchange Offer, (ii) the Exchange Offer is not consummated within 365 days of the first anniversary of the Issue Date, (iii) the Initial Purchasers or any other holder of Private
Exchange Notes so requests in writing to the applicable Issuer at any time after the consummation of the Exchange Offer or (iv) in the case of any Holder that participates in the Exchange Offer, such Holder does not receive Exchange Notes on
the date of the exchange that may be sold without restriction under U.S. state and federal securities laws (other than due solely to the status of such Holder as an affiliate of the applicable Issuer within the meaning of the Securities Act and
other than any Participating Broker-Dealer by virtue of any prospectus delivery requirement) and so notifies the Company prior to the 20th Business Day following consummation of the Exchange Offer of such restrictions, in the case of each of clauses
(i) to and including (iv) of this sentence, then the Company shall promptly deliver to the Holders and the Trustee written notice thereof (the “Shelf Notice”) and such Issuer shall file a Shelf Registration pursuant to
Section 3 hereof; provided, however, that no Holder (other than an Initial Purchaser) shall be entitled to have the Notes held by it covered by such Shelf Registration unless such Holder agrees in writing to be bound by all of the
provisions of this Agreement applicable to such Holder. 
  

	 	3.	Shelf Registration 

 If at any time a Shelf Notice
is delivered as contemplated by Section 2(c) hereof, then: 
 (a) Shelf Registration. The applicable Issuer shall
as promptly as practicable file with the SEC a Registration Statement for an offering to be made on a 

  

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continuous basis pursuant to Rule 415 covering all of the Registrable Notes for the applicable Series of Notes (the “Initial Shelf
Registration”). Such Issuer shall use its commercially reasonable efforts to file with the SEC the Initial Shelf Registration. The Initial Shelf Registration shall be on Form S-1 or another appropriate form permitting registration of such
Registrable Notes for resale by Holders in the manner or manners designated by them (including, without limitation, one or more underwritten offerings). The applicable Issuer shall not permit any securities other than the Registrable Notes of the
applicable Series of Notes to be included in the Initial Shelf Registration or any Subsequent Shelf Registration (as defined below). 
 The applicable Issuer shall use its commercially reasonable efforts to cause the Shelf Registration to be declared effective under the Securities Act within 365 days of the first anniversary of the Issue Date and to keep the Initial Shelf
Registration continuously effective under the Securities Act until the date that is three years from the Issue Date or such shorter period ending when all Registrable Notes covered by the Initial Shelf Registration have been sold in the manner set
forth and as contemplated in the Initial Shelf Registration or, if applicable, a Subsequent Shelf Registration (the “Effectiveness Period”); provided, however, that the Effectiveness Period in respect of the Initial
Shelf Registration shall be extended to the extent required to permit dealers to comply with the applicable prospectus delivery requirements of Rule 174 under the Securities Act and as otherwise provided herein and shall be subject to reduction to
the extent that a Series of Notes, Exchange Notes or Private Exchange Notes, as applicable, covered by the Shelf Registration Statement become eligible for resale, without regard to volume, manner of sale or other restrictions contained in
Rule 144(k). Notwithstanding anything to the contrary in this Agreement, at any time, the applicable Issuer may delay the filing of any Initial Shelf Registration Statement or delay or suspend the effectiveness thereof, for a reasonable period
of time, but not in excess of an aggregate of 90 days in any calendar year (a “Shelf Suspension Period”), if the Board of Directors of the Company determines reasonably and in good faith that the filing of any such Initial Shelf
Registration Statement or the continuing effectiveness thereof would require the disclosure of non-public material information that, in the reasonable judgment of the Board of Directors of the Company, would be detrimental to the Company (or to the
Parent Guarantors, if the Parent Guarantors’ guarantee of such Notes is then in effect) if so disclosed or would otherwise materially adversely affect a financing, acquisition, disposition, merger or other material transaction. 
 (b) Withdrawal of Stop Orders; Subsequent Shelf Registrations. If the Initial Shelf Registration or any Subsequent Shelf
Registration ceases to be effective for any reason at any time during the Effectiveness Period (other than during a Shelf Suspension Period or because of the sale of all of the notes in a Series of Notes registered thereunder), the applicable Issuer
shall use its commercially reasonable 

  

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efforts to obtain the prompt withdrawal of any order suspending the effectiveness thereof, and in any event shall within 30 days of such cessation of
effectiveness amend such Shelf Registration Statement in a manner to obtain the withdrawal of the order suspending the effectiveness thereof, or file an additional Shelf Registration Statement pursuant to Rule 415 covering all of the Registrable
Notes covered by and not sold under the Initial Shelf Registration or an earlier Subsequent Shelf Registration (each, a “Subsequent Shelf Registration”). If a Subsequent Shelf Registration is filed, such Issuer, other than during a
Shelf Suspension Period, shall use its commercially reasonable efforts to cause the Subsequent Shelf Registration to be declared effective under the Securities Act as soon as practicable after such filing and to keep such subsequent Shelf
Registration continuously effective for a period equal to the number of days in the Effectiveness Period less the aggregate number of days during which the Initial Shelf Registration and any Subsequent Shelf Registration was previously continuously
effective. As used herein the term “Shelf Registration” means the Initial Shelf Registration and any Subsequent Shelf Registration. 
 (c) Supplements and Amendments. The applicable Issuer shall promptly supplement and amend the Shelf Registration if required by the rules, regulations or instructions applicable to the registration form used
for such Shelf Registration, if required by the Securities Act, or if reasonably requested by the Holders of a majority in aggregate principal amount of the Registrable Notes (or their counsel) covered by such Registration Statement with respect to
the information included therein with respect to one or more of such Holders, or by any underwriter of such Registrable Notes with respect to the information included therein with respect to such underwriter. 
  

	 	4.	Additional Interest 

 (a) The Issuer for any Series
of Notes and the Initial Purchasers agree that the Holders will suffer damages if the applicable Issuer fails to fulfill its obligations under Section 2 or Section 3 hereof and that it would not be feasible to ascertain the extent of such
damages with precision. Accordingly, each Issuer agrees to pay, as liquidated damages, additional interest on the Registrable Notes (“Additional Interest”) under the circumstances and to the extent set forth below (each of which
shall be given independent effect): 
 (i) if neither (x) the Exchange Offer is completed, nor (y) if required, the
Shelf Registration Statement is declared effective, within, in each case, 365 days of the first anniversary of the Issue Date, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum on the principal amount
of such Registrable Notes for the first 90 days from and including such specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the
aggregate under this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; or 
  

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 (ii) notwithstanding that an Issuer has consummated or will consummate an Exchange Offer,
if such Issuer is required to file a Shelf Registration Statement and such Shelf Registration Statement is not declared effective on or prior to the 365th day following the date the filing of such Shelf Registration Statement is required or
requested pursuant to Section 3(a) hereof, then Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Registrable Notes for the first 90 days from and including such
specified date and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under this Section 4 may not exceed 1.00% per annum
of the principal amount of such Registrable Notes; or 
 (iii) if the Shelf Registration Statement required by
Section 3(a) of this Agreement has been declared effective but thereafter ceases to be effective at any time at which it is required to be effective under this Agreement and such failure to remain effective exists for more than the number of
days permitted by the second paragraph of Section 3(a) hereof, then commencing on the first day following the date on which such Shelf Registration Statement ceases to be effective that exceeds the number of days permitted by the second
paragraph of Section 3(a) hereof, Additional Interest shall accrue on the Registrable Notes at a rate of 0.25% per annum of the principal amount of such Notes for the first 90 days from and including such day, as applicable, following the
date on which such Shelf Registration Statement ceases to be effective and increasing by an additional 0.25% per annum at the beginning of each subsequent 90-day period thereafter; provided that Additional Interest in the aggregate under
this Section 4 may not exceed 1.00% per annum of the principal amount of such Registrable Notes; 
 provided, however, that upon
(1) the completion of the Exchange Offer (in the case of paragraph (i) above), (2) the effectiveness of the Shelf Registration Statement (in the case of paragraph (ii) above) and (3) the effectiveness of the Shelf
Registration Statement which had ceased to remain effective (in the case of paragraph (iii) above), Additional Interest shall cease to accrue. 
 (b) The Company shall notify the Trustee within one Business Day after each and every date on which an event occurs in respect of which Additional Interest is required to be paid (an “Event Date”) and within one Business
Day after such Additional Interest ceases to accrue. Any amounts of Additional Interest due pursuant to (a)(i), (a)(ii) or (a)(iii) of this Section 4 will be payable in cash semiannually on the payment dates stated in the indenture applicable
to such Series of Notes (to the holders of record on the June 1 and 

  

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December 1 immediately preceding such dates), commencing with the first such date occurring after any such Additional Interest commences to accrue. The
amount of Additional Interest will be determined by multiplying the applicable Additional Interest rate by the principal amount of the Registrable Notes, multiplied by a fraction, the numerator of which is the number of days such Additional Interest
rate was applicable during such period (determined on the basis of a 360 day year comprised of twelve 30 day months and, in the case of a partial month, the actual number of days elapsed), and the denominator of which is 360. 

 

	 	5.	Registration Procedures 

 In connection with the
filing of any Registration Statement pursuant to Section 2 or 3 hereof, the applicable Issuer shall effect such registrations to permit the sale of the securities covered thereby in accordance with the intended method or methods of disposition
thereof, and pursuant thereto and in connection with any Registration Statement filed by such Issuer hereunder, such Issuer shall (other than during any Shelf Suspension Period): 
 (a) Prepare and file with the SEC a Registration Statement or Registration Statements as prescribed by Section 2 or 3 hereof, and use
its commercially reasonable efforts to cause each such Registration Statement to become effective and remain effective as provided herein; provided, however, that if (1) such filing is pursuant to Section 3 hereof or
(2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the
Applicable Period relating thereto from whom an Issuer has received prior written notice that it will be a Participating Broker-Dealer in the Exchange Offer, before filing any Registration Statement or Prospectus or any amendments or supplements
thereto, such Issuer shall furnish to and afford the Holders of the Registrable Notes covered by such Registration Statement (with respect to a Registration Statement filed pursuant to Section 3 hereof) or each such Participating Broker-Dealer
(with respect to any such Registration Statement), as the case may be, their counsel and the managing underwriters, if any, a reasonable opportunity to review copies of all such documents (including copies of any documents to be incorporated by
reference therein and all exhibits thereto) proposed to be filed (in each case at least two Business Days prior to such filing). 
 (b) Prepare and file with the SEC such amendments and post-effective amendments to each Shelf Registration Statement or Exchange Offer Registration Statement, as the case may be, as may be necessary to keep such Registration Statement
continuously effective for the Effectiveness Period, the Applicable Period or until consummation of the Exchange Offer, as the case may be; cause the related 

  

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Prospectus to be supplemented by any Prospectus supplement required by applicable law, and as so supplemented to be filed pursuant to Rule 424; and
comply with the provisions of the Securities Act and the Exchange Act applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such Prospectus as so supplemented and with respect
to the subsequent resale of any securities being sold by an Participating Broker-Dealer covered by any such Prospectus. An Issuer shall be deemed not to have used its commercially reasonable efforts to keep a Registration Statement effective if any
such Issuer voluntarily takes any action that would result in selling Holders of the Registrable Notes covered thereby or Participating Broker-Dealers seeking to sell Exchange Notes not being able to sell such Registrable Notes or such Exchange
Notes during that period unless such action is required by applicable law or permitted by this Agreement. 
 (c) If (1) a
Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period relating thereto from whom the Company has received written notice that it will be a Participating Broker-Dealer in the Exchange Offer, notify the selling
Holders of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their counsel and the
managing underwriters, if any, promptly (but in any event within one Business Day), and confirm such notice in writing, (i) when a Prospectus or any Prospectus supplement or post-effective amendment has been filed, and, with respect to a
Registration Statement or any post-effective amendment, when the same has become effective under the Securities Act (including in such notice a written statement that any Holder may, upon request, obtain, at the sole expense of the Company, one
conformed copy of such Registration Statement or post-effective amendment including financial statements and schedules, documents incorporated or deemed to be incorporated by reference, if any, and exhibits), (ii) of the issuance by the SEC of
any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary prospectus or the initiation of any proceedings for that purpose, (iii) if at any time when a prospectus
is required by the Securities Act to be delivered in connection with sales of the Registrable Notes or resales of Exchange Notes by Participating Broker-Dealers the representations and warranties of the applicable Issuer contained in any agreement
(including any underwriting agreement) contemplated by Section 5(n) hereof cease to be true and correct in all material respects, (iv) of the receipt by any Issuer of any notification with respect to the suspension of the qualification or
exemption from qualification of a Registration Statement or any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer for offer or sale in any jurisdiction, or the initiation or 

  

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threatening of any proceeding for such purpose, (v) of the happening of any event, the existence of any condition or any information becoming known that
makes any statement made in such Registration Statement or related Prospectus or any document incorporated or deemed to be incorporated therein by reference untrue in any material respect or that requires the making of any changes in or amendments
or supplements to such Registration Statement, Prospectus or documents so that, in the case of the Registration Statement, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein
or necessary to make the statements therein not misleading, and that in the case of the Prospectus, it will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading, and (vi) of an Issuer’s determination that a post-effective amendment to a Registration Statement would be appropriate. 
 (d) Use its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement
or of any order preventing or suspending the use of a Prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Notes or the Exchange Notes to be sold by any Participating Broker-Dealer, for sale in any
jurisdiction, and, if any such order is issued, to use its commercially reasonable efforts to obtain the withdrawal of any such order at the earliest practicable moment. 
 (e) If a Shelf Registration is filed pursuant to Section 3 and if requested during the Effectiveness Period by the managing
underwriter or underwriters (if any), the Holders of a majority in aggregate principal amount of the Registrable Notes being sold in connection with an underwritten offering or any Participating Broker-Dealer, give due and prompt consideration to
(i) incorporating in a prospectus supplement or post-effective amendment such information as the managing underwriter or underwriters (if any), such Holders, any Participating Broker-Dealer or counsel for any of them reasonably request to be
included therein, (ii) making all required filings of such prospectus supplement or such post-effective amendment as soon as practicable after an Issuer has received notification of the matters to be incorporated in such prospectus supplement
or post-effective amendment, and (iii) supplementing or making amendments to such Registration Statement. 
 (f) If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, furnish to each selling Holder of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof) and to each such


  

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Participating Broker-Dealer who so requests in writing (with respect to any such Registration Statement) and to their respective counsel and each managing
underwriter, if any, at the sole expense of the Issuer, one conformed copy of the Registration Statement or Registration Statements and each post-effective amendment thereto, including financial statements and schedules, and, if requested, all
documents incorporated or deemed to be incorporated therein by reference, if any, and all exhibits. 
 (g) If (1) a Shelf
Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by any
Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, deliver to each selling Holder of Registrable Notes (with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such
Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, their respective counsel, and the underwriters, if any, at the sole expense of the Issuer, as many copies of the Prospectus or Prospectuses (including
each form of preliminary prospectus) and each amendment or supplement thereto and any documents incorporated by reference therein, if any, as such Persons may reasonably request in writing; and, subject to the last paragraph of this Section 5,
the Issuer hereby consent to the use of such Prospectus and each amendment or supplement thereto by each of the selling Holders of Registrable Notes or each such Participating Broker-Dealer, as the case may be, and the underwriters or agents, if
any, and dealers, if any, in connection with the offering and sale of the Registrable Notes covered by, or the sale by Participating Broker-Dealers of the Exchange Notes pursuant to, such Prospectus and any amendment or supplement thereto.

 (h) Prior to any public offering of Registrable Notes or any delivery of a Prospectus contained in the Exchange Offer
Registration Statement by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, use its commercially reasonable efforts to register or qualify, and to cooperate with the selling Holders of Registrable Notes
or each such Participating Broker-Dealer, as the case may be, the managing underwriter or underwriters, if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification)
of such Registrable Notes for offer and sale under the securities or Blue Sky laws of such jurisdictions within the United States as any selling Holder, Participating Broker-Dealer, or the managing underwriter or underwriters reasonably request in
writing; provided, however, that where Exchange Notes held by Participating Broker-Dealers or Registrable Notes are offered other than through an underwritten offering, each Issuer agrees to cause its counsel to perform Blue Sky
investigations and file registrations and qualifications required to be filed pursuant to this Section 5(h), keep each such registration or qualification (or 

  

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exemption therefrom) effective during the period such Registration Statement is required to be kept effective and do any and all other acts or things
necessary or advisable to enable the disposition in such jurisdictions of the Exchange Notes held by Participating Broker-Dealers or the Registrable Notes covered by the applicable Registration Statement; provided, further, that no
Issuer shall be required to (A) qualify generally to do business in any jurisdiction where it is not then so qualified, (B) take any action that would subject it to general service of process in any such jurisdiction where it is not then
so subject or (C) subject itself to taxation in any such jurisdiction where it is not then so subject. 
 (i) If a Shelf
Registration is filed pursuant to Section 3 hereof, cooperate with the selling Holders of Registrable Notes and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing
Registrable Notes to be sold, which certificates shall not bear any restrictive legends and shall be in a form eligible for deposit with DTC; and enable such Registrable Notes to be in such denominations (subject to applicable requirements contained
in the Indenture) and registered in such names as the managing underwriter or underwriters, if any, or Holders may request. 
 (j) Use its commercially reasonable efforts to cause the Registrable Notes covered by the Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller
or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Notes, except as may be required solely as a consequence of the nature of such selling Holder’s business, in which case such Issuer
will cooperate in all respects with the filing of such Registration Statement and the granting of such approvals. 
 (k) If
(1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to be delivered under the Securities Act by
any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, upon the occurrence of any event contemplated by paragraph 5(c)(v) or 5(c)(vi) hereof, as promptly as practicable prepare and (subject to
Section 5(a) hereof) file with the SEC, at the sole expense of the Issuer, a supplement or post-effective amendment to the Registration Statement or a supplement to the related Prospectus or any document incorporated or deemed to be
incorporated therein by reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Notes being sold thereunder (with respect to a Registration Statement filed pursuant to Section 3
hereof) or to the purchasers of the Exchange Notes to whom such Prospectus will be delivered by a Participating Broker-Dealer (with respect to any such Registration Statement), any such Prospectus will not contain an untrue 

  

 -17- 








 
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading. 
 (l) Use its commercially reasonable efforts to cause the
Registrable Notes covered by a Registration Statement or the Exchange Notes, as the case may be, to be rated with the appropriate rating agencies, if so requested by the Holders of a majority in aggregate principal amount of Registrable Notes
covered by such Registration Statement or the Exchange Notes, as the case may be, or the managing underwriter or underwriters, if any. 
 (m) Prior to the effective date of the first Registration Statement relating to the Registrable Notes, (i) provide the Trustee with certificates for the Registrable Notes in a form eligible for deposit with DTC
and (ii) provide a CUSIP number for the Registrable Notes. 
 (n) In connection with any underwritten offering of
Registrable Notes pursuant to a Shelf Registration, if requested by the managing underwriter or underwriters, enter into an underwriting agreement as is customary in underwritten offerings of debt securities similar to the Notes, and take all such
other actions as are reasonably requested by the managing underwriter or underwriters in order to expedite or facilitate the registration or the disposition of such Registrable Notes and, in such connection, (i) make such representations and
warranties to, and covenants with, the underwriters with respect to the business of the Issuers (including any acquired business, properties or entity, if applicable), and the Registration Statement, Prospectus and documents, if any, incorporated or
deemed to be incorporated by reference therein, in each case, as are customarily made by issuers to underwriters in underwritten offerings of debt securities similar to the applicable Series of Notes, and confirm the same in writing if and when
requested; (ii) obtain the written opinions of counsel to the Issuer, and written updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or underwriters, addressed to the underwriters covering the
matters customarily covered in opinions reasonably requested in underwritten offerings; (iii) obtain “cold comfort” letters and updates thereof in form, scope and substance reasonably satisfactory to the managing underwriter or
underwriters from the independent certified public accountants of such Issuer (and, if necessary, any other independent certified public accountants of the Issuer, or of any business acquired by such Issuer, for which financial statements and
financial data are, or are required to be, included or incorporated by reference in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and covering matters of the type customarily covered in
“cold comfort” letters in connection with underwritten offerings of debt securities similar to the applicable Series of Notes; and (iv) if an underwriting agreement is entered into, 

  

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the same shall contain indemnification provisions and procedures no less favorable to the sellers and underwriters, if any, than those set forth in
Section 7 hereof (or such other provisions and procedures reasonably acceptable to Holders of a majority in aggregate principal amount of Registrable Notes covered by such Registration Statement and the managing underwriter or underwriters or
agents, if any). The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder. 
 (o) If (1) a Shelf Registration is filed pursuant to Section 3 hereof, or (2) a Prospectus contained in the Exchange Offer Registration Statement filed pursuant to Section 2 hereof is required to
be delivered under the Securities Act by any Participating Broker-Dealer who seeks to sell Exchange Notes during the Applicable Period, make available for inspection by any Initial Purchaser, any selling Holder of such Registrable Notes being sold
(with respect to a Registration Statement filed pursuant to Section 3 hereof), or each such Participating Broker-Dealer, as the case may be, any underwriter participating in any such disposition of Registrable Notes, if any, and any attorney,
accountant or other agent retained by any such selling Holder or each such Participating Broker-Dealer (with respect to any such Registration Statement), as the case may be, or underwriter (any such Initial Purchasers, Holders, Participating
Broker-Dealers, underwriters, attorneys, accountants or agents, collectively, the “Inspectors”), upon written request, at the offices where normally kept, during reasonable business hours, all pertinent financial and other records,
pertinent corporate documents and instruments of the Issuer and subsidiaries of the Issuer (collectively, the “Records”), as shall be reasonably necessary to enable them to exercise any applicable due diligence responsibilities, and
cause the officers, directors and employees of the Issuer and any of their subsidiaries to supply all information (“Information”) reasonably requested by any such Inspector in connection with such due diligence responsibilities.
Each Inspector shall agree in writing that it will keep the Records and Information confidential and that it will not disclose any of the Records or Information that any Issuer determines, in good faith, to be confidential and notifies the
Inspectors in writing are confidential unless (i) the disclosure of such Records or Information is necessary to avoid or correct a misstatement or omission in such Registration Statement or Prospectus, (ii) the release of such Records or
Information is ordered pursuant to a subpoena or other order from a court of competent jurisdiction, (iii) disclosure of such Records or Information is necessary or advisable, in the opinion of counsel for any Inspector, in connection with any
action, claim, suit or proceeding, directly or indirectly, involving or potentially involving such Inspector and arising out of, based upon, relating to, or involving this Agreement or the Purchase Agreement, or any transactions contemplated hereby
or thereby or arising hereunder or thereunder, or (iv) the information in such Records or Information has been made generally available to the public other than by an Inspector or an “affiliate” (as defined in Rule 405) thereof;
provided, however, that prior notice shall 

  

 -19- 








 
be provided as soon as practicable to the Issuer of the potential disclosure of any information by such Inspector pursuant to clauses (i) or
(ii) of this sentence to permit the Issuer to obtain a protective order (or waive the provisions of this paragraph (o)) and that such Inspector shall take such actions as are reasonably necessary to protect the confidentiality of such
information (if practicable) to the extent such action is otherwise not inconsistent with, an impairment of or in derogation of the rights and interests of the Holder or any Inspector. 
 (p) Provide an indenture trustee for the Registrable Notes or the Exchange Notes, as the case may be, and cause the Indentures or the
trust indentures provided for in Section 2(a) hereof, as the case may be, to be qualified under the TIA not later than the effective date of the first Registration Statement relating to the Registrable Notes; and in connection therewith,
cooperate with the trustee under any such indentures and the Holders of the Registrable Notes, to effect such changes (if any) to such indentures as may be required for such indentures to be so qualified in accordance with the terms of the TIA; and
execute, and use its commercially reasonable efforts to cause such trustee to execute, all documents as may be required to effect such changes, and all other forms and documents required to be filed with the SEC to enable such indenture to be so
qualified in a timely manner. 
 (q) Comply with all applicable rules and regulations of the SEC and make generally available
to their securityholders with regard to any applicable Registration Statement, a consolidated earning statement satisfying the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under
the Securities Act) no later than 45 days after the end of any fiscal quarter (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which Registrable Notes
are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day of the first fiscal quarter of the Company, after the effective date of a
Registration Statement, which statements shall cover said 12-month periods. 
 (r) Upon consummation of the Exchange Offer or
a Private Exchange, obtain an opinion of counsel to the applicable Issuer, in a form customary for underwritten transactions, addressed to the Trustee for the benefit of all Holders of Registrable Notes participating in the Exchange Offer or the
Private Exchange, as the case may be, that the Exchange Notes or Private Exchange Notes, as the case may be, and the related indenture constitute legal, valid and binding obligations of the Issuer, enforceable against the applicable Issuer in
accordance with their respective terms, subject to customary exceptions and qualifications. If the Exchange Offer or a Private Exchange is to be consummated, upon delivery of the Registrable Notes by Holders to the Issuer (or to such other Person as
directed by the Issuer), in exchange for the 

  

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Exchange Notes or the Private Exchange Notes, as the case may be, the Issuer shall mark, or cause to be marked, on such Registrable Notes that such
Registrable Notes are being cancelled in exchange for the Exchange Notes or the Private Exchange Notes, as the case may be; in no event shall such Registrable Notes be marked as paid or otherwise satisfied. 
 (s) Cooperate with each seller of Registrable Notes covered by any Registration Statement and each underwriter, if any, participating in
the disposition of such Registrable Notes and their respective counsel in connection with any filings required to be made with the Financial Industry Regulatory Authority (“FINRA”). 
 (t) Use its commercially reasonable efforts to take all other steps necessary to effect the registration of the Exchange Notes and/or
Registrable Notes covered by a Registration Statement contemplated hereby. 
 The applicable Issuer may require each seller of Registrable
Notes as to which any registration is being effected to furnish to such Issuer such information regarding such seller and the distribution of such Registrable Notes as the Issuer may, from time to time, reasonably request. The applicable Issuer may
exclude from such registration the Registrable Notes of any seller so long as such seller fails to furnish such information within a reasonable time after receiving such request. Each seller as to which any Shelf Registration is being effected
agrees to furnish promptly to the Issuer all information required to be disclosed in order to make the information previously furnished to the Issuer by such seller not materially misleading. 
 If any such Registration Statement refers to any Holder by name or otherwise as the holder of any securities of such Issuer, then such Holder shall have
the right to require (i) the insertion therein of language, in form and substance reasonably satisfactory to such Holder, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder
of the investment quality of the securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Issuer, or (ii) in the event that such reference to such Holder by
name or otherwise is not required by the Securities Act or any similar federal statute then in force, the deletion of the reference to such Holder in any amendment or supplement to the Registration Statement filed or prepared subsequent to the time
that such reference ceases to be required. 
 Each Holder of Registrable Notes and each Participating Broker-Dealer agrees by its acquisition
of such Registrable Notes or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, that, upon actual receipt of any notice from the Company of (a) the happening of any event of the kind described in
Section 5(c)(ii), 5(c)(iv), 5(c)(v), or 5(c)(vi) hereof or (b) a Shelf Suspension Period, such Holder will forthwith discontinue disposition of such Registrable Notes covered by such Registration 

  

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Statement or Prospectus or (only in the case of clause (a) of this paragraph) Exchange Notes to be sold by such Holder or Participating Broker-Dealer,
as the case may be, until such Holder’s or Participating Broker-Dealer’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof (in the case of clause (a) of this paragraph), or until
it is advised in writing (the “Advice”) by the Company that the use of the applicable Prospectus may be resumed, and has received copies of any amendments or supplements thereto. In the event that the Company shall give any such
notice, each of the Applicable Period and the Effectiveness Period shall be extended by the number of days during such periods from and including the date of the giving of such notice to and including the date when each seller of Registrable Notes
covered by such Registration Statement or Exchange Notes to be sold by such Participating Broker-Dealer, as the case may be, shall have received (x) the copies of the supplemented or amended Prospectus contemplated by Section 5(k) hereof
or (y) the Advice. 
  

	 	6.	Registration Expenses 

 All fees and expenses
incident to the performance of or compliance with this Agreement by any applicable Issuer shall be borne by such Issuer, whether or not the Exchange Offer Registration Statement or any Shelf Registration Statement is filed or becomes effective or
the Exchange Offer is consummated, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with FINRA in connection with an underwritten
offering and (B) fees and expenses of compliance with state securities or Blue Sky laws (including, without limitation, fees and disbursements of counsel in connection with Blue Sky qualifications of the Registrable Notes or Exchange Notes and
determination of the eligibility of the Registrable Notes or Exchange Notes for investment under the laws of such jurisdictions (x) where the holders of Registrable Notes are located, in the case of the Exchange Notes, or (y) as provided
in Section 5(h) hereof, in the case of Registrable Notes or Exchange Notes to be sold by a Participating Broker-Dealer during the Applicable Period)), (ii) printing expenses, including, without limitation, expenses of printing certificates
for Registrable Notes or Exchange Notes in a form eligible for deposit with DTC and of printing prospectuses if the printing of prospectuses is requested by the managing underwriter or underwriters, if any, by the Holders of a majority in aggregate
principal amount of the Registrable Notes included in any Registration Statement or in respect of Registrable Notes or Exchange Notes to be sold by any Participating Broker-Dealer during the Applicable Period, as the case may be,
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Issuer and, in the case of a Shelf Registration, reasonable fees and disbursements of one special counsel for all of the sellers of
Registrable Notes selected by the Holder of a majority in aggregate principal amount of Registrable Notes covered by such Shelf Registration (exclusive of any counsel retained pursuant to Section 7 hereof), (v) fees and disbursements of
all independent certified public accountants referred to in Section 5(n)(iii) hereof (including, without limitation, the expenses of any “cold comfort” letters required by or incident to such 

  

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performance), (vi) Securities Act liability insurance, if any of the Issuers desires such insurance, (vii) fees and expenses of all other Persons
retained by the Issuer, (viii) internal expenses of the Issuer (including, without limitation, all salaries and expenses of officers and employees of the Issuer performing legal or accounting duties), (ix) the expense of any annual audit,
(x) any fees and expenses incurred in connection with the listing of the securities to be registered on any securities exchange, and the obtaining of a rating of the securities, in each case, if applicable and (xi) the expenses relating to
printing, word processing and distributing all Registration Statements, underwriting agreements, indentures and any other documents necessary in order to comply with this Agreement. Except as set forth in the preceding sentence, each Holder shall
pay all other expenses relating to the sale or disposition of such Holder’s Notes, Exchange Notes or Private Exchange Notes, including without limitation, all underwriting discounts and commissions of any underwriters with respect to any Notes,
Exchange Notes, or Private Exchange Notes sold by or on behalf of such Holder, if any. 
  

	 	7.	Indemnification and Contribution. 

 (a) Each of the
applicable Issuers agrees to indemnify and hold harmless each Holder of Registrable Notes and each Participating Broker-Dealer selling Exchange Notes during the Applicable Period, and each Person, if any, who controls such Person or its affiliates
within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act (each, a “Participant”) against any losses, claims, damages or liabilities to which any Participant may become subject under the
Securities Act, the Exchange Act or otherwise, insofar as any such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: 
 (i) any untrue statement or alleged untrue statement of any material fact contained in any Registration Statement (or any amendment
thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus; or 
 (ii) the omission or alleged omission to state, in any Registration Statement (or any amendment thereto) or Prospectus (as amended or
supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary prospectus or any other document or any amendment or supplement thereto, a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading; 
 and will reimburse, as incurred, the Participant for any
legal or other expenses reasonably incurred by the Participant in connection with investigating, defending against or appearing as a third-party witness in connection with any such loss, claim, damage, liability or action; provided,
however, the Issuer will not be liable in any such case to the extent that any such loss, claim, damage, or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in any
Registration Statement (or any 

  

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amendment thereto) or Prospectus (as amended or supplemented if the Issuer shall have furnished any amendments or supplements thereto) or any preliminary
prospectus or any amendment or supplement thereto in reliance upon and in conformity with written information relating to any Participant furnished to any of the Issuer by such Participant specifically for use therein. The indemnity provided for in
this Section 7 will be in addition to any liability that an Issuer may otherwise have to the indemnified parties. The Issuer shall not be liable under this Section 7 to any indemnified party regarding any settlement or compromise or
consent to the entry of any judgment with respect to any pending or threatened claim, action, suit or proceeding in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified parties are actual or
potential parties to such claim or action) unless such settlement, compromise or consent is consented to by the Company, which consent shall not be unreasonably withheld. 
 (b) Each Participant, severally and not jointly, agrees to indemnify and hold harmless each Issuer, its respective directors, officers and each person, if any, who controls such Issuer within the meaning of
Section 15 of the Securities Act or Section 20 of the Exchange Act against any losses, claims, damages or liabilities to which such Issuer or any such director, officer or controlling person may become subject under the Securities Act, the
Exchange Act or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any
Registration Statement or Prospectus, any amendment or supplement thereto, or any preliminary prospectus, or (ii) the omission or the alleged omission to state therein a material fact necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with
written information concerning such Participant, furnished to any Issuer by the Participant, specifically for use therein; and subject to the limitation set forth immediately preceding this clause, will reimburse, as incurred, any reasonable legal
or other expenses incurred by the Issuer or any such director, officer or controlling person in connection with investigating or defending against or appearing as a third party witness in connection with any such loss, claim, damage, liability or
action in respect thereof. The indemnity provided for in this Section 7 will be in addition to any liability that the Participants may otherwise have to the indemnified parties. The Participants shall not be liable under this Section 7 for
any settlement of any claim or action effected without their consent, which shall not be unreasonably withheld. 
 (c) Promptly after receipt
by an indemnified party under this Section 7 of notice of the commencement of any action for which such indemnified party is entitled to indemnification under this Section 7, such indemnified party will, if a claim in respect thereof is to
be made against the indemnifying party under this Section 7, notify the indemnifying party of the commencement thereof in writing; but the omission to so notify the indemnifying 

  

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party (i) will not relieve it from any liability under paragraph (a) or (b) above unless and to the extent such failure results in the
forfeiture by the indemnifying party of substantial rights and defenses and (ii) will not, in any event, relieve the indemnifying party from any obligations to any indemnified party other than the indemnification obligation provided in
paragraphs (a) and (b) above. In case any such action is brought against any indemnified party, and it notifies the indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein and, to the
extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that if (i) the use of
counsel chosen by the indemnifying party to represent the indemnified party would present such counsel with a conflict of interest, (ii) the defendants in any such action include both the indemnified party and the indemnifying party and the
indemnified party shall have been advised by counsel that there may be one or more legal defenses available to it and/or other indemnified parties that are different from or additional to those available to the indemnifying party or (iii) the
indemnifying party shall not have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after receipt by the indemnifying party of notice of the institution of such action,
then, in each such case, the indemnifying party shall not have the right to direct the defense of such action on behalf of such indemnified party or parties and such indemnified party or parties shall have the right to select one separate counsel to
defend such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof and approval by such indemnified party of counsel appointed to
defend such action, the indemnifying party will not be liable to such indemnified party under this Section 7 for any legal or other expenses, other than reasonable costs of investigation, subsequently incurred by such indemnified party in
connection with the defense thereof, unless (i) the indemnified party shall have employed separate counsel in accordance with the proviso to the immediately preceding sentence (it being understood, however, that in connection with such action
the indemnifying party shall not be liable for the expenses of more than one separate counsel (in addition to local counsel) in any one action or separate but substantially similar actions in the same jurisdiction arising out of the same general
allegations or circumstances, designated by Participants who sold a majority in interest of the Registrable Notes and Exchange Notes sold by all such Participants in the case of paragraph (a) of this Section 7 or the Issuer in the case of
paragraph (b) of this Section 7, representing the indemnified parties under such paragraph (a) or paragraph (b), as the case may be, who are parties to such action or actions) or (ii) the indemnifying party has authorized in
writing the employment of counsel for the indemnified party at the expense of the indemnifying party. All fees and expenses reimbursed pursuant to this paragraph (c) shall be reimbursed as they are incurred. After such notice from the
indemnifying party to such indemnified party, the indemnifying party will not be liable for the costs and expenses of any settlement of such action effected by such indemnified party without the prior written consent of the indemnifying party (which
consent shall not be unreasonably withheld), unless such indemnified party waived in writing its rights under this Section 7, in which case the 

  

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indemnified party may effect such a settlement without such consent. No indemnifying party shall, without the prior written consent of the indemnified party,
effect any settlement or compromise of any pending or threatened proceeding in respect of which any indemnified party is or could have been a party, or indemnity could have been sought hereunder by any indemnified party, unless such settlement
(A) includes an unconditional written release of the indemnified party, in form and substance reasonably satisfactory to the indemnified party, from all liability on claims that are the subject matter of such proceeding and (B) does not
include any statement as to an admission of fault, culpability or failure to act by or on behalf of any indemnified party. 
 (d) In
circumstances in which the indemnity agreement provided for in the preceding paragraphs of this Section 7 is unavailable to, or insufficient to hold harmless, an indemnified party in respect of any losses, claims, damages or liabilities (or
actions in respect thereof), each indemnifying party, in order to provide for just and equitable contribution, shall, in lieu of indemnifying such indemnified party, contribute to the amount paid or payable by such indemnified party as a result of
such losses, claims, damages or liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect (i) the relative benefits received by the indemnifying party or parties on the one hand and the indemnified party on the
other from the offering of the Notes or (ii) if the allocation provided by the foregoing clause (i) is not permitted by applicable law, not only such relative benefits but also the relative fault of the indemnifying party or parties on the
one hand and the indemnified party on the other in connection with the statements or omissions or alleged statements or omissions that resulted in such losses, claims, damages or liabilities (or actions in respect thereof). The relative benefits
received by the Issuer on the one hand and such Participant on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deducting expenses) of the Notes received by the Issuer bear to the total net
profit received by such Participant in connection with the sale of the Notes. The relative fault of the parties shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the
omission or alleged omission to state a material fact relates to information supplied by the Issuer on the one hand, or the Participants on the other, the parties’ relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission or alleged statement or omission, and any other equitable considerations appropriate in the circumstances. The parties agree that it would not be equitable if the amount of such contribution were determined by pro
rata or per capita allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the first sentence of this paragraph (d). Notwithstanding any other provision of this paragraph (d), no
Participant shall be obligated to make contributions hereunder that in the aggregate exceed the total net profit received by such Participant in connection with the sale of the Notes, less the aggregate amount of any damages that such Participant
has otherwise been required to pay by reason of the untrue or alleged untrue statements or the omissions or alleged omissions to state a material fact, and no person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) 

  

 -26- 








 
shall be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this paragraph (d), each person,
if any, who controls a Participant within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act shall have the same rights to contribution as the Participants, and each director of any Issuer, each officer of
any Issuer and each person, if any, who controls any Issuer within the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act, shall have the same rights to contribution as the Issuer. 
  

	 	8.	Rule 144A 

 Each of the Issuers covenants and agrees
that it will file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations adopted by the SEC thereunder in a timely manner in accordance with the requirements of the Securities Act and the
Exchange Act and, if at any time it is not required to file such reports, it will, upon the request of any Holder or beneficial owner of Registrable Notes, make available such information necessary to permit sales pursuant to Rule 144A. Each of
the Issuers further covenants and agrees, for so long as any Registrable Notes remain outstanding that it will take such further action as any Holder of Registrable Notes may reasonably request, all to the extent required from time to time to enable
such holder to sell Registrable Notes without registration under the Securities Act within the limitation of the exemptions provided by Rule 144(k) under the Securities Act and Rule 144A. 
  

	 	9.	Underwritten Registrations 

 If any of the
Registrable Notes covered by any Shelf Registration are to be sold in an underwritten offering, the investment banker or investment bankers and manager or managers that will manage the offering will be selected by the Holders of a majority in
aggregate principal amount of such Registrable Notes included in such offering and shall be consented to by the applicable Issuer (such consent not to be unreasonably withheld). 
 No Holder of Registrable Notes may participate in any underwritten registration hereunder unless such Holder (a) agrees to sell such Holder’s
Registrable Notes on the basis provided in any underwriting arrangements approved by the Persons entitled hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting
agreements and other documents required under the terms of such underwriting arrangements. 
  

	 	10.	Miscellaneous 

 (a) No Inconsistent
Agreements. No Issuer has, as of the date hereof, and no Issuer shall, after the date of this Agreement, enter into any agreement with respect to any of its securities that is inconsistent with the rights granted to the Holders of Registrable
Notes in this Agreement or otherwise conflicts with the provisions hereof. The rights granted to the 

  

 -27- 








 
Holders hereunder do not in any way conflict with and are not inconsistent with the rights granted to the holders of the other issued and outstanding
securities of any of the Issuer under any such agreements. 
 (b) Adjustments Affecting Registrable Notes. No Issuer shall, directly
or indirectly, take any action with respect to the Registrable Notes as a class that would adversely affect the ability of the Holders of Registrable Notes to include such Registrable Notes in a registration undertaken pursuant to this Agreement.

 (c) Amendments and Waivers. The provisions of this Agreement may not be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given, otherwise than with the prior written consent of (I) the Issuers, and (II) (A) the Holders of not less than a majority in aggregate principal amount of the then outstanding
Registrable Notes and (B) in circumstances that would adversely affect the Participating Broker-Dealers, the Participating Broker-Dealers holding not less than a majority in aggregate principal amount of the Exchange Notes held by all
Participating Broker-Dealers; provided, however, that Section 7 and this Section 10(c) may not be amended, modified or supplemented without the prior written consent of each Holder and each Participating Broker-Dealer
(including any person who was a Holder or Participating Broker-Dealer of Registrable Notes or Exchange Notes, as the case may be, disposed of pursuant to any Registration Statement) affected by any such amendment, modification or supplement.
Notwithstanding the foregoing, a waiver or consent to depart from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders of Registrable Notes whose securities are being sold pursuant to a Registration
Statement and that does not directly or indirectly affect, impair, limit or compromise the rights of other Holders of Registrable Notes may be given by Holders of at least a majority in aggregate principal amount of the Registrable Notes being sold
pursuant to such Registration Statement. 
 (d) Notices. All notices and other communications (including, without limitation, any
notices or other communications to the Trustee) provided for or permitted hereunder shall be made in writing by hand-delivery, registered first-class mail, next-day air courier or facsimile: 
 (i) if to a Holder of the Registrable Notes or any Participating Broker-Dealer, at the most current address of such Holder or
Participating Broker-Dealer, as the case may be, set forth on the records of the registrar under the Indenture, with a copy in like manner to the Initial Purchasers as follows: 
 Credit Suisse Securities (USA) LLC 
 Eleven Madison Avenue 
 New York, New York 10010-3629 
 Attention: Transaction Advisory Group 
  

 -28- 








 with a copy to: 
 Cahill Gordon & Reindel LLP 
 80 Pine Street 
 New York, New York 10005 
 Facsimile No.: (212) 269-5420 
 Attention: John A. Tripodoro, Esq. 
 (ii) if to the Initial Purchasers, at the address specified in Section 10(d)(i); 
 (iii)
if to any Issuer, at the address as follows: 
 Intelsat Subsidiary Holding Company, Ltd. 
 Wellesley House North, 2nd Floor 
 90 Pitts Bay Road 
 Pembroke, HM 08 Bermuda 
 Attention: General Counsel 
 with a copy to: 
 Intelsat Corporation 
 3400 International Drive, N.W. 
 Washington, D.C. 20008-3098 
 Attention: General Counsel 
 and 
 Latham & Watkins LLP 
 885 Third Avenue 
 New York, New York 10022 
 Attention: Dennis Lamont and Joshua Tinkelman 
 and 
 Milbank, Tweed, Hadley & McCloy LLP 
 1 Chase Manhattan Plaza 
 New York, New York 10005 
 Attention: Arnold B. Peinado, III. 
 All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; five Business Days after being deposited in the mail, postage prepaid, if mailed; one Business Day after being
timely delivered to a next-day air courier; and upon written confirmation, if sent by facsimile. 
  

 -29- 








 Copies of all such notices, demands or other communications shall be concurrently delivered by the Person
giving the same to the Trustee at the address and in the manner specified in such Indenture. 
 (e) Successors and Assigns. This
Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto, the Holders and the Participating Broker-Dealers; provided, however, that nothing herein shall be deemed to permit
any assignment, transfer or other disposition of Registrable Notes in violation of the terms of the Purchase Agreement or the Indenture. 
 (f) Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall
constitute one and the same agreement. 
 (g) Headings. The headings in this Agreement are for convenience of reference only and shall
not limit or otherwise affect the meaning hereof. 
 (h) Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK. 
 (i) Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be
affected, impaired or invalidated, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such term, provision, covenant or
restriction. It is hereby stipulated and declared to be the intention of the parties that they would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter declared invalid,
illegal, void or unenforceable. 
 (j) Notes Held by the Issuers or Their Affiliates. Whenever the consent or approval of Holders of a
specified percentage of Registrable Notes is required hereunder, Registrable Notes held by the Issuers or their affiliates (as such term is defined in Rule 405 under the Securities Act) shall not be counted in determining whether such consent
or approval was given by the Holders of such required percentage. 
  

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 (k) Third-Party Beneficiaries. Holders of Registrable Notes and Participating Broker-Dealers are
intended third-party beneficiaries of this Agreement, and this Agreement may be enforced by such Persons. 
 (l) Entire Agreement.
This Agreement, together with the Purchase Agreement and the Indenture, is intended by the parties as a final and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and
therein and any and all prior oral or written agreements, representations, or warranties, contracts, understandings, correspondence, conversations and memoranda between the Holders on the one hand and the Issuers on the other, or between or among
any agents, representatives, parents, subsidiaries, affiliates, predecessors in interest or successors in interest with respect to the subject matter hereof and thereof are merged herein and replaced hereby. 
 (m) Jurisdiction. Each Issuer agrees that any suit, action or proceeding against any Issuer brought by any Initial Purchaser, the directors,
officers, employees and agents of any Initial Purchaser, or by any person who controls any Initial Purchaser, arising out of or based upon this Agreement or the transactions contemplated hereby may be instituted in the Supreme Court of the State of
New York sitting in New York County and the United States District Court of the Southern District of New York, and any appellate court from any thereof, and waives any objection which it may now or hereafter have to the laying of venue of any such
proceeding, and irrevocably submits to the non-exclusive jurisdiction of such courts in any suit, action or proceeding. Each Issuer hereby appoints CT Corporation System as its authorized agent (the “Authorized Agent”) upon whom
process may be served in any suit, action or proceeding arising out of or based upon this Agreement or the transactions contemplated herein that may be instituted in the Supreme Court of the State of New York sitting in New York County and the
United States District Court of the Southern District of New York, and any appellate court from any thereof, by any Initial Purchaser, the directors, officers, employees, affiliates and agents of any Initial Purchaser, or by any person who controls
any Initial Purchaser, and expressly accepts the non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding. Each Issuer hereby represents and warrants that the Authorized Agent has accepted such appointment and
has agreed to act as said agent for service of process, and each Issuer agrees to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid.
Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon each Issuer. The parties hereto each hereby waive any right to trial by jury in any action, proceeding or counterclaim arising out of
or relating to this Agreement. 
 (n) Immunity. To the extent that any Issuer has or hereafter may acquire any immunity (sovereign or
otherwise) from any legal action, suit or proceeding, from jurisdiction of any court or from set-off or any legal process (whether service or notice, 

  

 -31- 








 
attachment in aid or otherwise) with respect to itself or any of its property, such Issuer hereby irrevocably waives and agrees not to plead or claim such
immunity in respect of its obligations under this Agreement. 
  

 -32- 








 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

  

			
	INTELSAT JACKSON HOLDINGS, LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT, LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT (BERMUDA), LTD.
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT SUBSIDIARY HOLDING COMPANY, LTD.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT HOLDINGS LLC,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT LLC,
		
	By:	 	  

	Name:	 	
	Title:	 	










			
	INTELSAT GLOBAL SALES & MARKETING LTD.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT USA SALES CORP.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT USA LICENSE CORP.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT GLOBAL SERVICE CORP.,
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	INTELSAT UK FINANCIAL SERVICES LTD.,
		
	By:	 	  

	Name:	 	
	Title:	 	









 The foregoing Agreement is hereby confirmed and accepted as of the date first written above. 
  

			
	CREDIT SUISSE SECURITIES (USA) LLC
		
	By:	 	  

	Name:	 	
	Title:	 	
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	MORGAN STANLEY & CO. INCORPORATED
		
	By:	 	  

	Name:	 	
	Title:	 	
	
	BANC OF AMERICA SECURITIES LLC
		
	By:	 	  

	Name:	 	
	Title:	 	








 SCHEDULE I 
 Initial Purchasers 
 Credit Suisse Securities (USA) LLC 
 Morgan Stanley & Co. Incorporated 
 Banc of America Securities LLC 







 SCHEDULE 2 
 Subsidiary Guarantors 
 INTELSAT JACKSON HOLDINGS, LTD. 
 $9 1/2% Senior Notes due 2016 
 Intelsat Subsidiary Holding Company, Ltd. 
 Intelsat Holdings LLC 
 Intelsat LLC 
 Intelsat Global Sales & Marketing Ltd. 
 Intelsat USA Sales Corp.

 Intelsat USA License Corp. 
 Intelsat Global Service Corp.

 Intelsat UK Financial Services Ltd. 
 $11 1/2% Senior Notes due 2016 
 None.